Rank's Proposed Offer for CHH Does Not Comply With Takeovers Code


15 February 2006

Rank Group Investments Limited's proposed takeover offer for Carter Holt Harvey Limited does not comply with the Code, the Takeovers Panel has determined.

Rank's notice of intention to make a takeover offer dated 3 February 2006 stated the offer price as $2.75 in cash. This was made up of a base consideration of $2.70 plus an additional payment of $0.05 per share.

The notice stated that the offer price of $2.75 per share would be paid only if Rank received sufficient acceptances to become the holder or controller of more than 90% of CHH by the close of the seventh business day after the date of the offer. If Rank became the holder or controller of more than 90% of CHH after that seven day period the offer price would be $2.70 per share.

Rule 24 of the Code requires an offer to specify the period that it will be open which must be a minimum of 30 days.

Ranks' proposed offer stated that it would be open for a period of 30 days. However, the Panel considers that the limiting terms of the proposed offer, in respect of the full offer price of $2.75, have the effect of shortening the offer period for the full price from 30 days to seven business days.

Accordingly, the Panel determined at its meeting yesterday that Rank's proposed offer does not comply with rule 24 of the Code.

The Panel has accepted an enforceable undertaking from Rank to remedy the defect in the proposed offer.

To remedy the defect Rank has undertaken that it will only make a takeover offer on the basis of its current takeover notice if:

  • the offer price is $2.75 per share; and
  • the offer at $2.75 per share is open for a minimum period of thirty days.

Such an offer will not contain any conditions requiring early acceptance.

The enforceable undertaking is made under section 31T of the Takeovers Act 1993.

The full text of the Panel's determination is available on the Panel's website atwww.takeovers.govt.nz